Performance
01. Operation of the Board of Directors
In 2022, a total of 15 BOD meetings were held with 49 agenda items for resolution and 20 agenda items for reporting purposes
presented. In principle, the BOD is held on the last week of every month, but it may be held at any time
when deemed necessary.
In order to enhance comprehension of the BOD agenda, we provide information on the agenda items in
advance and, if necessary,
provide a preliminary report so that directors can fully understand relevant details and conduct
practical discussions.
02. Responsibilities of the BOD
SK ecoplant imposes a liability limitation policy through a general resolution adopted at the general
meeting of shareholders,
excluding its application in the case of intentional or gross negligence, or in cases applicable under
the Articles 397 and
398 of the Commercial Act. In-house training is provided to enhance independent directors’ understanding
on the company,
and an orientation and job training is provided for newly appointed independent directors. Independent
directors are also recommended to attend the annual training hosted by the SK Group’s SUPEX Council.
From 2022, we have strengthened on-site inspections on major domestic and overseas business sites and
held regular online training for the Audit Committee members. Moreover, to enhance the expertise of the
BOD, directors are welcomed to request support from external experts, a policy stipulated under the
regulations of the Board of Directors and its committees.
03. Committee Activities
In 2021, SK ecoplant established the Nomination and Remuneration Committee and the ESG Committee. The Nomination and Remuneration Committee recommends independent
director candidates, evaluates executive directors and reviews their remuneration, and assesses the
CEO’s activities.
The ESG Committee reviews major management activities such as business strategies and investments,
promotion of social values,
and action plans to uphold human rights and ethics. In 2022, the ESG Committee held four meetings to
report items concerning the
appointment of the ESG Committee chairman, investment plans, and financial story, and discuss SK
ecoplant’s change of corporate
name as well as short- and mid- to long-term plans to become Asia's leading environmental company.
04. Evaluation and Remuneration
When establishing KPIs for all executives, including the CEO, ESG management factors are reflected at a
certain rate every year.
ESG factors are also reflected in team-based evaluation indicators. In 2022, in addition to financial
indicators, non-financial
indicators, such as ESG management improvement, Net Zero, happiness, and the level of ethical
management, are being used for
evaluation. The evaluation of the executive management is carried out; first, by receiving a report on
the management's activity
plan from the Nomination and Remuneration Committee at the beginning of the year and then, reviewing the individual
remuneration of executives at
the end of the year. The BOD decides the individual remuneration and the limit of remuneration for
executive directors and proposes
the decision for final approval to the general meeting of shareholders. Individual remuneration
calculation standards and
remuneration amounts are disclosed on the business report. In addition, various stock-based compensation
systems are being implemented.
The CEO was granted a stock option with a transfer limit of three years as an incentive to strengthen
responsible management on
mid- to long-term performance, and independent directors were granted Restricted Stock Units (RSU),
which cannot be transferred
during the given tenure.
05. Strengthening Shareholder Rights
To fully guarantee shareholder rights and coordinate a desirable general shareholder meeting, SK
ecoplant sends notices
to each shareholder 14 days prior to the date of the meeting with the date, place, and purpose stated.
The board has been
implementing an electronic voting system since the 59th general shareholders' meeting (March 26, 2021),
introduced and
adopted at the general shareholders' meeting on March 4, 2021 in accordance with Article 368-4 of the
Commercial Act.
06. Discussion of ESG Agenda
The BOD discusses issues highly related to ESG, such as ethical management, safety and health, and
response to climate change.
In particular, the ESG committee actively reviews business strategies, new businesses, and investment
policies from an ESG perspective,
considering non-financial factors as important elements.
1) Discussion of ESG Agenda within the Board of Directors in 2021
2021년 이사회 내 ESG 안건 논의에 관한 테이블 (ESG 안건 논의 (주요 ESG 안건), ESG 안건 수, 23건)
DiscussioDiscussion of ESG Agenda |
Number of ESG agenda items |
23 cases |
Main ESG Agenda |
ESG agenda dESG agenda discussion period |
16 days |
Review of new business and inveReview of new business and investment policies and processes
applying ESG standards |
- 1) Capital increase related to the acquisition of the remaining stakes of YS Tec
- 2) Acquisition of company D's stocks
- 3) Acquisition of Company S’s and Company D’s stocks
- 4) Acquisition of company C's stocks
- 5) Environmental business fund investment
- 6) Direction of entry into the offshore wind power market
- 7) Offshore wind power investment
- 8) Report on E-Waste recycling business promotion strategy
|
Management and review of materiality issues and approval |
- 1) Safety and health plan for 2021
- 2) Appointment of 'Voluntary Compliance Manager' for the Fair Trade Compliance Program
- 3) Fair Trade Compliance Program (CP) Operation Plan in 2021
- 4) Report on ESG enhancement and Net Zero
- 5) Report on the results of the 2021 Compliance
|
Governance Improvement |
- 1) Introduction of the electronic voting system for the general meeting of shareholders
meeting of shareholders
- 2) Establishment of an expert committee
- 3) Revision of Board of Directors regulations
- 4) Establishment of the Governance Charter
- 5) Appointment of Audit Committee members
- 6) Purchase of management liability insurance
- 7) Approval of large-scale product/service transaction with affiliate persons
- 8) Large-scale internal product service transaction
|
Check other risk management status |
- 1) Report on the operational status of the internal accounting management system in 2020
- 2) Report on the operational evaluation of the internal accounting management system in
2020
|